Director Shareholding

Diageo PLC
15 November 2001

TO: Regulatory News Service

The London Stock Exchange

RE: CHAPTER 16 PARAGRAPH 13 OF

CONTINUING OBLIGATIONS

Diageo plc (the 'Company') announces that it received notification on 14
November 2001 for the purposes of Section 329 of the Companies Act 1985 of a
transaction by the trustee of the Grand Metropolitan PLC No 2 Employee Share
Trust (the 'Employee Share Trust') as detailed below. The Employee Share Trust
is a discretionary trust for the benefit of employees of the Company and its
subsidiaries and operates primarily in conjunction with former Grand
Metropolitan PLC share schemes.


 a. A notification that Hill Street Trustees Limited as trustee of the Employee
    Share Trust had, on 1 November 2001, sold call options over 260,000 of the
    Company's ordinary shares of 28 101/108 pence ('Ordinary Shares').

 b. The following executive directors are potential beneficiaries of the
    Employee Share Trust:


        N C Rose

        P S Walsh

        As a result of the above transaction, the Employee Share Trust's total
        holding in the Company is 28,528 Ordinary Shares and 1,819,419
        Ordinary Shares subject to call options. The Ordinary Shareholding
        figure notified on 6 July 2001 was incorrect and the correct figure
        (28,528) is shown above.

15 November 2001